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R-2014-1845 - 10/9/2014 RESOLUTION NO. R-2014-1845 WHEREAS, the City of Round Rock has a need for technical services for Geographic Information System ("GIS") software and support, and WHEREAS, Environmental Systems Research Institute, Inc. ("ESRI") has submitted a Small Municipal and County Enterprise License Agreement to provide said services, and WHEREAS, the City Council desires to enter into said agreement with ESRI,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute the license agreement proposed by ESRI for geographic information system software and support, a copy of said agreement being attached hereto as Exhibit"A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 9th day of October, 2014. ji191 ,4,,..,...--------- ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: 0,., i i ,. ,, SARA L. WHITE, City Clerk 0112.1404;00312253 EXHIBIT «A„ Authorized Distributor/Esri Use SMALL Only: ENTERPRISE LICENSE AGREEMENT Cust.Name Cust.dl COUNTY AND MUN1CI PA LIT Y PO# Esri Agreement# Esri,380 New York St,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 This Small Enterprise License Agreement("ELA")is by and between the organization listed on the signatw•e page ("Licensee");Environmental Systems Research Institute,Inc.("Esri");and,if Licensee is located outside the United States of America(USA),the Authorized Distributor listed on the signature page(''Authorized Distributor").Authorized Distributor is authorized by Esri to provide access to Online Services and provide ELA Maintenance for Enterprise Products and other benefits,as described herein,to Licensee located outside the USA. This ELA sets forth the terms for Licensee's use of Enterprise Products and incorporates by reference(i)the ELA Quotation and(ii)the License Agreement.Should there be any conflict between the terms and conditions of the documents that comprise this ELA,the order of precedence for the documents shall be as follows:(i)the ELA Quotation,(ii)Small Enterprise License Agreement,and(iii)the License Agreement.This ELA shall be governed by and construed in accordance with the laws of the state in which Licensee is located without reference to conflict of laws principles,and the USA federal law shall govern in matters of intellectual property.The modifications and additional rights granted in this ELA apply only to the Enterprise Products listed in Table A. Table A List of Enterprise Products Unlimited Quantities Developer Tools Desktop Software and Extensions ArcGIS Engine ArcGIS for Desktop Advanced ArcGIS Engine Extensions:ArcGIS 3D Analyst,ArcGIS AreGIS for Desktop Standard Spatial Analyst,ArcGIS Engine Geodatabase Update, ArcGIS for Desktop Basic ArcGIS Network Analyst,ArcGIS Schematics ArcGIS for Desktop Extensions:ArcGIS 3D Analyst, AreGIS Runtime Standard ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, ArcGIS Runtime Standard Extensions:AreGIS 3D Analyst, ArcGIS Publisher,ArcGIS Network Analyst,AreGIS ArcGIS Spatial Analyst,AreGIS Network Analyst Schematics,AreGIS Workflow Manager for Desktop, ArcGIS Data Reviewer Limited Quantities One(1)Annual Subscription to Esri Developer Network Server Software and Extensions (EDN)Standard* ArcGIS for Server Workgroup and Enterprise One(I)Esri CityEngine Advanced Single Use License • (Advanced,Standard,and Basic) One(1)Esri CityEngine Advanced Concurrent Use License ArcGIS for Server Extensions:AreGIS 3D Analyst, One(1)ArcGIS Online Subscription ArcGIS Spatial Analyst,AreGIS Geostatistical Analyst, ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS Workflow Manager for Server,ArcGIS Image Extension for Server _ Other Benefits One(1)AreGIS Online subscription with specified named users and credits as determined in the Level 4 program description Number of Esri User Conference registrations provided annually 4 Number of Tier I Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media,if requested** 2 Virtual Campus Annual User License allowance 10,000 Five percent(5%)discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement(Discount does not apply to Small Enterprise Training Package.) *ELA Maintenance is not provided for these items. *'Additional sets of backup media may be purchased for a fee. E214-3(Level 3) Page 1 of 6 06/19/2014 Licensee may accept this ELA by signing and returning it with an Ordering Document that matches the ELA Quotation and references this ELA.ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY,AND THE TERMS OF THIS ELA WILL GOVERN.Unless otherwise mutually agreed to,this ELA is effective as of the date of the last signature on the signature page("Effective Date"),or if no date is provided with the signature,the date of Esri's receipt of Licensee's Ordering Document incorporating this ELA by reference. This ELA supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating to the licensing of the Enterprise Products.Except as provided in Article 4—Enterprise Product Updates,no modifications can be made to this ELA. This ELA may be executed in duplicate by the parties.An executed separate signature page transmitted through electronic means,such as fax or e-mail,is valid and binding even if an original paper document bearing each party's original signature is not delivered. Accepted and Agreed: City of Round Rock (Licensee) By: Authorized Signature Printed Name: Alan McGraw Title: Mayor Date: SAO , , r ` .! LICENSEE CONTACT INFORMATION Contact: Christian Collier,GiSP Telephone: (5121218-5423 Address: 221 East Main Street Fax: City,State,Postal Code: Round Rock,TX 78664 E-mail: ccollier@roundrocktexas.gov Country: USA ELA Quotation Number(if applicable): 20455518 E214-3(Level 3) Pace 2 of 6 06/19/2014 ri 1.0—ADDITIONAL DEFINITIONS Support.Licensees located in the USA will receive Tier 2 Support from Esri,Licensees outside the USA will In addition to the definitions provided in the License receive Tier 2 Support from an Authorized Distributor Agreement,the following definitions apply to this ELA: located in the Licensee's region. "Deploy"means to redistribute and install the Enterprise Products and related Authorization Codes within �0—ADDITIONAL RANT OF LICENSE Licensee's organization(s). 2.1 Grant of License.Subject to the terms and "ELA Maintenance"means Tier 2 Support,updates,and conditions of this ELA,Esri grants to Licensee a patches provided by Esri or its Authorized Distributor to personal,nonexclusive,nontransferable Tenn Licensee for the Enterprise Products. License solely to use,copy,and Deploy quantities of the Enterprise Products listed in Table A for the term "ELA Quotation"means the Small Enterprise License provided in Section 3.1—Term(i)for which the Agreement offer letter and quotation provided separately applicable license fees have been paid and(ii)in by Esri or its Authorized Distributor to Licensee. accordance with the License Agreement. "ELA Fee"means the fee set forth in the ELA 2.2 Consultant Access.Esri grants Licensee the right to Quotation. permit Licensee's consultants or contractors to use the Enterprise Products exclusively for Licensee's "Enterprise Products"means the Products identified in benefit,Licensee shall be solely responsible for Table A---List of Enterprise Products and any updates to compliance by consultants and contractors with this such list provided in writing by Esri or its Authorized ELA and shall ensure that the consultant or • Distributor. contractor discontinues use of Enterprise Products upon completion of work for Licensee.Access to or "Incident"means a failure of the Software or Online use of Enterprise Products by consultants or Services to operate according to the Documentation contractors not exclusively for Licensee's benefit is where such failure substantially impacts operational or prohibited.Licensee may not permit its consultants or functional performance, contractors to install Software or Data on consultant, contractor,or third-party computers or remove "License Agreement"means the applicable license Software or Data from Customer locations,except for agreement incorporated by this reference that is(i)found the purpose of hosting the Software or Data on at http://wtivw.esri.com/legal/sofrwarc-license;composed Contractor Servers for the benefit of Licensee. of the General License Terms and Conditions(E204)and Exhibit 1,Scope of Use(E300);and available in the installation process requiring acceptance by electronic 3.0—TERM,S`,`i'ERMIINA'I'ION,AND EXPIRATION acknowledgment or(ii)a signed license agreement 3.1 Term.The tenn of this ELA and all licenses between Esri,Distributor(if applicable),and Licensee hereunder shall commence on the Effective Date and that supersedes such electronically acknowledged license continue for three(3)years,unless this ELA is agreement, terminated earlier as provided herein.Licensee is "Technical Support"means a process to attempt to only authorized to use Deployed Enterprise Products resolve reported Incidents through error correction; during the teem of this ELA.No indefinite term or patches;hot fixes;workarounds;replacement deliveries; perpetual license grants are provided with this ELA, or any other type of Enterprise Product corrections or 3.2 No Use upon Expiration or Termination.All modifications. Deployed Enterprise Product licenses and all ELA "Tier I Help Desk"means Licensee's point of contact Maintenance,Virtual Campus access,and User from which all Tier 1 Support will be given to Licensee. Conference Registrations terminate on expiration or termination of this ELA. "Tier I Support"means the Technical Support provided 3.3 Termination for a Material Breach.Either party by the Tier 1 Help Desk as the primary contact tomay terminate this ELA for a material breach by the Licensee in attempted resolution of reported Incidents. other party.The breaching party shall be given a "Tier 2 Support"means the Technical Support provided period often(10)days from the date of written notice by Esri or its Authorized Distributor to the Tier I Help to cure any material breach. Desk when the Incident cannot be resolved through Tier I E214-3(Level 3) Page 3 of6 06/19/2014 3.4 Termination for Lack of Funds.For government or a. Tier I Support Provided by Licensee government-owned entities only,either party may terminate this ELA for Lack of Funds.Lack of Funds 1. Licensee shall provide Tier I Support through is the inability of Licensee to secure appropriation of the Tier I Help Desk to all Licensee's authorized funds through the legislative or governing body's users. approval process for annual payments due. 2. The Tier 1 Help Desk will use analysts fully trained in the Software they are supporting. 4.0—ENTERPRISE PRODUCT UPDATES 3. At a minimum,Tier 1 Support will include those 4.1 Future Updates.Esri and its Authorized Distributor activities that assist the user in resolving how-to reserve the right to update the list of Enterprise and operational questions as well as questions on Products in Table A by providing written notice to installation and troubleshooting procedures. Licensee.Licensee may continue to use all Enterprise Products that have been Deployed,but support and 4. Tier I Support analysts will be the initial points upgrades for deleted items may not be available.As of contact for all questions and Incidents.Tier I new Enterprise Products are incorporated into the Support analysts shall obtain a full description of standard program,they will be offered to Licensee each reported Incident and the system via written notice for incorporation into the P configuration from the user.This may include Enterprise Products schedule at no additional charge. obtaining any customizations,code samples,or Licensee's use of new or updated Enterprise Products data involved in the Incident.The analyst may requires Licensee to adhere to applicable additional also use any other information and databases that or revised terms and conditions of the License may be developed to satisfactorily resolve •Agreement. Incidents. 4.2 Product Life Cycle.During the term of this ELA, 5. If the Tier I Help Desk cannot resolve the some Enterprise Products may be retired or may no Incident,an authorized Tier I Help Desk longer be available for unlimited quantity individual may contact Tier 2 Support.The Deployment.ELA Maintenance shall be subject to Tier 1 Help Desk shall provide support in such a the individual Product Life Cycle Support Status and way as to minimize repeat calls and make Product Life Cycle Support Policy,which can be solutions to problems available to Licensee. found at http://suuport.esri.com/en/content /oroductlifecvcles.Updates for Enterprise Products in 6. Tier I Help Desk individuals identified by the mature and retired phases may not be available; Licensee are the only individuals authorized to however,Licensee may continue to use Deployed contact Tier 2 Support.Licensee may revise Enterprise Products for the term of this ELA,but named individuals by written notice. Licensee will not be able to Deploy retired Enterprise Products. h. Tier 2 Support Provided by Esri or Its Authorized Distributor 5.0—ELA MAINTENANCE 1. Tier 2 Support shall log the calls received from Tier 1 Help Desk individuals. ELA Maintenance is included with the ELA Fee.ELA Maintenance includes standard maintenance benefits 2. Tier 2 Support shall review all information specified in either(i)the most current applicable Esri collected by and received from Tier 1 Help Desk Standard Maintenance Program document(found at individuals including prelimimuy documented http://www.esri.com/legal)for USA-based Licensees or • (ii)the applicable Authorized Distributor software whenolTer 2ting provided uy Tier I Help Desk maintenance policy as modified by this Article 5.0—ELA Tier Support is required. Maintenance.At Esri's sole discretion,Esri may make 3. Tier 2 Support may request that Tier 1 Help patches,hot fixes,or updates available for download.No Desk individuals provide verification of Software other than the defined Enterprise Products will information,additional information,or answers receive ELA Maintenance.Licensee may acquire to additional questions to supplement any maintenance for other Software(non-Enterprise Products) preliminary information gathering or outside this ELA, troubleshooting performed by Tier I Help Desk. • E214-3(Level 3) Page 4 of 6 06/19/2014 4. Tier 2 Support shall attempt to resolve the of the anniversary date of the Effective Date,with the Incidents submitted by Tier 1 Help Desk by initial payment due within thirty(30)calendar days assisting Tier I Help Desk individuals. of execution of this ELA.Esri's Federal ID Number is 95-2775-732. 5. When the Incident is resolved,Tier 2 Support b. Upon receipt of the initial Ordering Document from shall communicate the information to Tier 1 Licensee,Esti shall authorize download of the Help Desk individuals,and Tier I Help Desk Enterprise Products to Licensee for its Deployment shall disseminate the resolution to the user. activities.If requested,Esri will ship backup media to the ship-to address identified on the Order,FOB Destination,with shipping charges prepaid.For those 6.0—ENDORSEMENT AND PUBLICITY entities that avoid sales tax by downloading deliverables,request for delivery or receipt of This ELA shall not be construed or interpreted as an tangible media may cause license fees to be subject to exclusive dealings agreement or Licensee's endorsement taxes.Licensee acknowledges that should such taxes of Esri or its Authorized Distributor.Licensee agrees that become due,Esri has a right to invoice and Licensee Esri and its Authorized Distributor may publicize the agrees to pay any such sales or use tax associated existence of this ELA upon execution. with its receipt of tangible media. c. Esri shall provide Authorization Codes to activate the nondestructive copy protection program that enables 7.0—ADMINISTRATIVE REQUIREMENTS the Enterprise Products to operate. d. Licensee shall Deploy,install,configure,and track 7.1 OEM Licenses.Under Esri's OEM or Solution OEM the Deployment status of the Enterprise Products. programs,OEM partners are authorized to embed or bundle portions of Esri products and services with 8.2 Order Requirements their application or service.OEM partners'business model,licensing terms and conditions,and pricing a. All orders pertaining to this ELA shall be processed are independent of this ELA.Licensee shall not seek through Licensee's centralized point of contact. any discount from the OEM partner or Esti based on b. The following information shall be included in each the availability of Enterprise Products under this Order(or Ordering Document): ELA.Licensee shall not decouple Esri products or services from the OEM partners'application or (1) Licensee name;Esri customer number,if known; service. and bill-to and ship-to addresses (2) Order number 7.2 Annual Report of Deployments.At each (3) Applicable annual payment due • anniversary date and ninety(90)calendar days prior to the expiration date of this ELA,Licensee shall provide a written report detailing all Deployments to 9.0—TRAILING either(a)Esri if Licensee is located in the USA or (b)Authorized Distributor if Licensee is located 9.1 Training Description.Esti offers instructor-led outside the USA.The report will be subject to audit. training related to the use of its proprietary GIS software.Esri will provide to Licensee a fixed 7.3 Renewal.Any follow-on ELA will be offered in number of training days to use for Instructor-Led accordance with then-current ELA pricing and Training,as defined in this Small Enterprise Training license terms and conditions. Package,if purchased.Instructor-Led Training events occur at an Esri Learning Center or via the web in a cloud environment.The Esri software training 8,0—ORDERING,ADMINISTRATIVE course(s)to be conducted,location,schedule dates, PROCEDURES,DELIVERY,AND and registration requirements are set forth in the Esri DEPLOYMENT Training catalog located on Esri's Training website (http://u•ainina.esri.com).All courses are conducted 8.1 Orders,Delivery,and Deployment in substantial conformity with course descriptions outlined on the Esri Training website.Esri reserves a. Licensee shall issue an Ordering Document upon the right to modify course content when necessary execution of this ELA and annually thereafter in due to software technical capabilities or limitations. accordance with the F.I A Quotation.Payment shall be due and payable within thirty(30)calendar days E214-3(Level 3) Page 5 of 6 06/19/2014 9,7. Unique Terms for the Small Enterprise Training Package a. To order training,Licensee must include training in the Ordering Document for the ELA or provide an Ordering Document as required and specified within the ELA that matches the Esri quotation. b. Where Licensee submits an additional Ordering Document to purchase training days for additional year(s),any unused training days will automatically roll over. c. An Ordering Document is required annually for each three(3)-year term.Failure to submit an annual Ordering Document will result in the forfeit of unused training days. rt. Licensee must assign an individual within its organization to the role of Training Administrator to serve as liaison between Licensee's organization and Esri as well as internally manage and authorize allocated training days. e. The training days arc available for a period of twelve(12)months,commencing on the Effective Date,and ending when all training days are consumed,whichever is sooner. f. Esri will invoice for outstanding training expenses where applicable. g. Training days are not transferable and not refundable for any other Esri products or services. • E214-3(Level 3) Page 6 ot'6 06!19/2014 0 o Quotation # 20455518 Date: August 27,2014 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#9643 Contract# 227 North Loop 1604 East,Ste 100 City of Round Rock San Antonio,TX 78232-1260 Information Technology Dept Phone:(210)499-1044 Fax:(210)499-4112 DUNS Number:06-313-4175 CAGE Code:OAMS3 221E Main St Round Rock,TX 78664 To expedite your order,please attach a copy of this quotation to your purchase order. ATTENTION: Chris Collier Quote is valid from:08/27/2014 To:11/25/2014 PHONE: (512)2185423 FAX: Material Qty Description Unit Price Total 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year One 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year Two 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year Three 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000,00 License Agreement-Year One 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000.00 License Agreement-Year Two 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000.00 License Agreement-Year Three Item Total: 153,000.00 Subtotal: 153,000.00 Sales Tax: 0.00 Estimated Shipping&Handling(2 Day Delivery): 0.00 Contract Pricing Adjust: 0.00 Total: $153,000.00 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program. For questions contact: Veronica Schindler Email: vschindler@esri.com Phone: (210)499-1044 x8826 The items on this quotation are subject to the terms set forth herein and the terms of your agreement with Esri,if any,or,where applicable,Esri's standard terms and conditions at www.esri.comllegal,which are incorporated by reference.Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esrfs GSA Federal Supply Schedule.Acceptance is limited to the terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services. If sending remittance,please address to:Esri,File No. 54630, Los Angeles, Ca 90074-4630 SCHINDLERV This offer is limited to the terms and conditions Incorporated and attached herein.